Overview

The Board of Directors discharges its responsibilities both directly and through its committees. The Board of Directors is responsible for annually assessing its overall performance and that of its committees. The objective of this review is to contribute to a process of continuous improvement in the Board of Directors' execution of its responsibilities. The review pertains to the mandate of the Board of Directors or committees, and identifies any areas where the directors or management believe that the Board of Directors could make a better collective contribution to overseeing the affairs of the Corporation. The Board of Directors is also responsible for regularly assessing the effectiveness and contribution of the individual directors, with regard to the competencies and skills each director is expected to bring to the Board of Directors.

The Board of Directors has established an Audit Committee and a Nominating, Compensation and Corporate Governance Committee.

Audit Committee

The Audit Committee is comprised of Messrs. Bowerman (Chair), Weir, MacKenzie and Morton , all of whom are independent and all of whom are financially literate. The full text of the Audit Committee Charter, as well as the relevant disclosure in relation to its composition and other matters, is attached as Schedule “B” of the Annual Information Circular. The Audit Committee anticipates meeting on a quarterly basis to fulfill its mandate.

The Board of Directors has developed written terms of reference outlining its roles and responsibilities and which provide appropriate guidance to the committee’s members as to their duties. These terms of reference are reviewed annually by the Board of Directors. The Audit Committee reviews the annual and interim financial statements of the Corporation and makes recommendations to the Board of Directors with respect to such statements. The Audit and Reserves Committee also reviews the nature and scope of the annual audit as proposed by the auditors and management, and the adequacy of internal accounting control procedures and systems within the Corporation.

The Audit Committee is responsible for ensuring that management has implemented an effective system of internal control and has oversight responsibility for management reporting on internal control.

Nominating, Compensation and Corporate Governance Committee

The Board of Directors has established an informal mandate for the Nominating, Compensation and Corporate Governance Committee. With respect to the nomination and compensation committee aspect of its duties, it is responsible for making recommendations to the Board of Directors on all matters relating to the nomination and compensation of the directors, officers, and employees of the Company, and reviewing all aspects of compensation paid to management and employees to ensure that the Company’s compensation programs are competitive. With respect to the corporate governance committee aspect of its duties, it is responsible for developing the Company’s approach to matters of corporate governance, including assisting the lead director in carrying out his responsibilities, annually reviewing the Board’s and the Committees’ mandates or charters, policies and documents, and adopting procedures to ensure that the Board of Directors can conduct its work efficiently and effectively.

The Nominating, Compensation and Corporate Governance Committee is comprised of the Board of Directors in its entirety.

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